Commentary & Deal Flow

IPTs: 5NC4: MS+120/125bp

• Issuer: Banca Sella Holding S.p.A. (Ticker: BNSELL)
• LEI: 549300ABE4K96QOCEH37
• Issuer Ratings: Ba1/BBB-/BBBL (Moody's/S&P/DBRS)
• Expected Issue Ratings: BBB- (S&P)
• Status of the Notes: Senior Unsecured, Unsubordinated
• Format: Reg S Bearer, Dematerialised
• Tenor: 5-year Non-Call 4-year
• Currency: €
• Nominal Amount: €300,000,000
• Pricing Date: 21-Apr-26
• Settlement Date: 28-Apr-26 (T+5)
• Optional Redemption Date: 28-Apr-30 (4 years) (one-time call option, at par, in whole or in part, subject to compliance by the Issuer with any conditions to such redemption prescribed by the MREL Requirements, as provided under Condition 5.14 (“Conditions to Early Redemption and Purchase of Senior Notes and Non-Preferred Senior Notes”))
• Maturity Date: 28-Apr-31
• Coupon: Fixed Rate Period: Fixed Rate [●]% p.a., payable annually in arrear on each Interest payment Date until (but excluding) the Reset Date (28-Apr-30). Floating Rate Period: if not redeemed by the Issuer on the Reset Date resets to 3-month EURIBOR plus the Reset Margin, payable in arrear on quarterly basis on each Interest Payment Date then applicable
• Interest Payment Dates: For the Fixed Rate Period: annually every 28 April, starting from 28-Apr-27 until (but including) the Reset Date (28-Apr-30). For the Floating Rate Period: quarterly on 28-Jul-30, 28-Oct-30, 28-Jan-31 and the Maturity Date
• Day Count Fraction: Actual/Actual ICMA (Fixed Rate) and Actual/360 (Floating Rate)
• Business Days: TARGET 2
• Business Day Convention: Following Business Day Convention
• Loss Absorption / Acknowledgement of Bail-in Power: The Notes may be subject to loss absorption on any application of the general bail-in tool or at the point of non-viability of the Issuer as described in Condition 14 (“Statutory Loss Absorption Powers”). Each Noteholder acknowledges and agrees to be bound by the exercise of any Loss Absorption Power by the Relevant Resolution Authority in accordance with Condition 14 (“Statutory Loss Absorption Powers”)
• Optional Redemption: Early Redemption (in whole but not in part) for tax reasons (additional amounts) pursuant to Condition 5.2 (“Redemption for tax reasons”), or upon occurrence of a MREL Disqualification Event (full or partial exclusion from eligible liabilities available to meet the MREL Requirements) as described in Condition 5.6 (“Issuer Call due to MREL Disqualification Event”), in any case subject to the provisions of Condition 5.14 (“Conditions to Early Redemption and Purchase of Senior Notes and Non-Preferred Senior Notes”)
• Events of Default: If the Issuer shall be subject to Liquidazione Coatta Amministrativa as defined in the Italian Consolidated Banking Act, Noteholders may cause the Notes to become due and payable together with accrued interest (if any) in accordance with Condition 8 (“Events of Default and Enforcement”)
• Variation: Upon (i) a MREL Disqualification Event, a Tax Event or an Alignment Event, and/or as applicable (ii) in order to ensure the effectiveness and enforceability of Condition 14 (“Statutory Loss Absorption Powers”), the Issuer may subject to giving any notice required to be given to, and receiving consent required from the Competent Authority and/or as appropriate the Relevant Resolution Authority at any time vary the terms of such Notes, as better specified under Condition 11 (“Meetings of Noteholders, Modification and Waiver”) <GO>
• Listing: Luxembourg Stock Exchange (regulated market)
• Clearing: Euronext Securities Milan (Monte Titoli)
• Denominations: €100,000 and integral multiples of €1,000 in excess thereof
• Documentations: Under the Issuer’s EMTN Programme. Base Prospectus of the EMTN Programme dated 1-Jul-25 as supplemented on 15-Jan-26 and 17-Apr-26
• Selling Restrictions: As per the Base Prospectus (Reg S, Compliance Category 2, TEFRA not applicable. No communications with or into the U.S.; no sales into Canada)
• Advertisement: This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Base Prospectus and the Supplements are, and the Final Terms will be, available at https://sellagroup.eu/prestiti-obbligazionari
• Target Market: Manufacturers target market (MIFID II / UK MIFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No EU PRIIPs key information document (KID) or disclosure document has been prepared as not available to retail in EEA or the United Kingdom
• Stabilisation: Not Applicable
• Use of proceeds: General funding purposes of the Sella Group
• Governing Law / Listing: Italian law / Luxembourg Stock Exchange
• Global Coordinator: Crédit Agricole CIB
• Joint Lead Managers & Bookrunners: Crédit Agricole CIB (B&D), IMI – Intesa Sanpaolo, Mediobanca
• Fees: The Joint Bookrunners will be paid a fee in respect of the transaction
• Timing: Today’s business